Not independent
Tenure on this board
5.2 yrs
12 nominees · 3 ballot items.
Election of 12 directors; Ratification of Ernst & Young LLP as independent auditor for fiscal 2026; Advisory (non-binding) vote to approve executive compensation (say-on-pay).
Elect 12 director nominees to serve one-year terms until the 2027 annual meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Marriott’s independent registered public accounting firm for fiscal year 2026.
Non-binding advisory resolution to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement (say-on-pay).
This proposal requests an advisory, non-binding approval of the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement (the “say-on-pay” vote). Management seeks this annual shareholder approval to confirm support for its compensation philosophy and practices, which it states are designed to align pay with long-term performance through a mix of base salary, annual incentives tied to Adjusted EBITDA and growth metrics, and long-term equity awards (PSUs with a 2027 Adjusted EBITDA metric and TSR modifier, RSUs, SARs). The Board recommends a vote FOR, citing that the compensation program balances short- and long-term incentives, links pay to performance, uses percentiles and peer benchmarking, includes stock ownership and clawback provisions, and has strong governance oversight by an independent Human Resources and Compensation Committee and independent consultant. The advisory resolution is non-binding but the Board and Committee will consider the outcome in future compensation decisions; the Company holds these votes annually. The key context includes strong 2025 performance (Adjusted EBITDA $5.383B, EBITDA targets achieved above target leading to high payouts), supplemental security-related perquisites for the CEO, and the use of multi-year PSUs with TSR modifiers. Given the non-binding nature of the vote, the controversy (if any) centers on the magnitude of CEO pay, supplemental perks like corporate aircraft use for the CEO, and the balance of performance metrics; management emphasizes governance features to mitigate concerns.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.32% | 14,035,127 | $4.6B |
| 2 | STATE STREET CORP | 3.55% | 9,372,729 | $3.1B |
| 3 | BlackRock, Inc. | 2.14% | 5,634,863 | $1.8B |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 2.12% | 5,593,703 | $1.8B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.75% | 4,614,631 | $1.5B |
| 6 | BlackRock, Inc. | 1.71% | 4,497,048 | $1.5B |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.60% | 4,211,739 | $1.4B |
| 8 | FMR LLC | 1.47% | 3,871,222 | $1.3B |
| 9 | Fundsmith LLP | 1.28% | 3,370,872 | $1.1B |
| 10 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1.19% | 3,139,390 | $1.0B |
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